Discloseable transaction in relation to the disposal of property in the U.S. by U.S. real estate fund platform

THE PURCHASE AND SALE AGREEMENT

The principal terms of the Purchase and Sale Agreement are summarized as follows:

Date

7 May 2021 (U.S. Eastern Time)

Parties

1. Rosemont Federal Operating LLC (as vendor); and
2. Glen Federal Place, LLC (as purchaser).

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties.

The Property

The Property is wholly-owned by the Vendor and is located at 1819 5th Avenue North, Birmingham, Alabama 35203, the U.S., comprising an office building together with various car parking spaces.

Consideration

The Consideration for the Disposal is US $ 67,000,000 (equivalent to approximately HK$519,250,000), which was arrived at after arm's length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to, among other things, (i) the unaudited carrying value of the Property as at 31 March 2021 of approximately US$59,831,000 (equivalent to approximately HK$463,690,000); (ii) the property evaluation proposals from brokers on the market price of the Property; and (iii) the prevailing market conditions of the property market in the U.S.. In determining the Consideration, the Vendor has also considered recent offers from other potential buyers of the Property.

The Consideration shall be paid by the Purchaser in cash in the following manner:

1. an initial refundable deposit in the sum of US$250,000 (equivalent to approximately HK$1,938,000) shall be deposited by the Purchaser with the Escrow Agent in no later than two business days following the Effective Date, which shall only be returned to the Purchaser if the Purchaser does not elect to proceed with the purchase of the Property on or prior to the conclusion of the Feasibility Period or if the Purchase and Sale Agreement is terminated as a result of the Vendor failing to cure any title objection raised by the Purchaser or the Vendor failing to satisfy its obligations under the conditions set out in the paragraph headed "Conditions to Closing" in this announcement; and

- 2 -

1. if the Purchaser elects to proceed with the purchase of the Property on or prior to the conclusion of the Feasibility Period:
2. 1. an additional non-refundable deposit in the sum of US$500,000 (equivalent to approximately HK$3,875,000) shall be deposited by the Purchaser with the Escrow Agent within two business days following the expiration of the Feasibility Period, which shall only be returned to the Purchaser if the Purchase and Sale Agreement is terminated as a result of the Vendor failing to cure any title objection raised by the Purchaser or the Vendor failing to satisfy its obligations under the conditions set out in the paragraph headed "Conditions to Closing" in this announcement; and
   2. the balance in the sum of US$66,250,000 (equivalent to approximately HK$513,437,000) shall be paid in full upon Closing.

Feasibility Period

The Purchaser shall make an evaluation of the Property and the due diligence materials and perform any and all physical inspections and environmental studies of the Property and conduct any surveys, studies, interviews, investigations, examinations, tests and inspections as the Purchaser shall elect in its sole discretion during the Feasibility Period. On or prior to the conclusion of the Feasibility Period, the Purchaser can elect, in the exercise of its sole discretion, whether to proceed with the purchase of the Property.

Conditions to Closing

The Purchaser's obligation to purchase the Property is conditional upon the satisfaction (or waiver by the Purchaser in writing) of the following:

1. the Vendor performing and complying with all of the terms of the Purchase and Sale Agreement to be performed and complied with by the Vendor prior to or at the Closing;
2. all of the representations and warranties of the Vendor set forth in the Purchase and Sale Agreement shall be true, accurate and complete in all respects as of the date of Closing;
3. the Vendor shall have delivered to the Purchaser title to the Property as required in the Purchase and Sale Agreement;
4. the Vendor shall have delivered all of the closing documents as described in the Purchase and Sale Agreement; and
5. the title company shall have issued (or unconditionally committed to issue to the Purchaser) an owner's policy of title insurance insuring the Purchaser's title to the Property.

- 3 -

If any of the foregoing conditions have not been satisfied or waived in writing by the Purchaser on or as of the date of Closing, the Purchaser shall have the right either to (i) terminate the Purchase and Sale Agreement; (ii) adjourn the Closing for no longer than 30 days; or (iii) waive such satisfaction of such condition and consummate the purchase and sale of the Property.

The Vendor's obligation to sell the Property is conditional upon the satisfaction (or waiver by the Vendor in writing) of the following:

1. all of the representations and warranties of the Purchaser set forth in the Purchase and Sale Agreement shall be true, accurate and complete in all respects as of the date of Closing, except for those representations and warranties expressly made only as of the date of the Purchase and Sale Agreement (which shall nonetheless be true as of such date);
2. the Purchaser shall have delivered the Consideration to the Vendor in accordance with the terms of the Purchase and Sale Agreement; and
3. the Purchaser shall have delivered all of the closing documents as described in the Purchase and Sale Agreement.

Closing

Closing shall take place through an escrow arrangement with the Escrow Agent on the date that is 30 days after the expiration of the Feasibility Period or as may be extended in accordance with the terms of the Purchase and Sale Agreement.

INFORMATION OF THE GROUP AND THE VENDOR

The Company is an investment holding company incorporated in Hong Kong with limited liability. The Group is principally engaged in property investments in the U.S. and Hong Kong, property developments in the U.S. and other operations (including fund investments and securities investments).

The Group's investments in the property market in the U.S. are conducted through its U.S. real estate fund platform, GR Realty, an indirect non wholly-owned subsidiary of the Company. GR Realty is a fully integrated real estate platform that invests in properties and manages property funds as general partners in specific target markets in the U.S.. It has been providing tailored real estate solutions for investors and tenants for almost three decades.

The Vendor is wholly-owned by one of the funds in GR Realty's portfolio which is managed by GR Realty as the general partner. The limited partners of the Vendor's parent fund include GR Realty and other Independent Third Party investors.

- 4 -